Daiichi Sankyo Company, Limited
Total Page:16
File Type:pdf, Size:1020Kb
CONVOCATION NOTICE OF THE 15TH ORDINARY GENERAL MEETING OF SHAREHOLDERS For the Fiscal Year Ended March 31, 2020 Daiichi Sankyo Company, Limited *Note: This translation does not include pictures, charts etc. originally issued in the Japanese version. [Translation] To Our Shareholders We sincerely appreciate the continuous support and understanding of our shareholders. First of all, I would like to express my sincere sympathy to those affected by COVID-19. At the same time, I would like to appreciate to the health care professionals and other people who are committed to preventing the spread of infectious diseases and converging it at the forefront. Our Group is moving forward towards the realization of our 2025 vision of a "Global Pharma Innovator with Competitive Advantage in Oncology". In January 2020, we launched DS-8201 in the U.S. under the brand name "ENHERTU" for the third line treatment of HER2 positive metastatic breast cancer, making use of our own antibody drug conjugate (ADC) technologies, which we expect to be the core of our cancer business. DS-8201 was approved and launched in approximately four years and three months which was an extremely short period of time since the first administration to patients. Subsequently, in Japan, we obtained approval for the brand name "ENHERTU" in March 2020. We will continue to expand the countries of sales for "ENHERTU" in addition to promoting clinical trials to expand indications, and thereby endeavor to deliver it to patients as soon as possible and as many as possible. Along with "ENHERTU", under the rising expectations for DS-1062 and U3-1402 using the same technologies as DS-8201, we will focus our resources on these three ADCs to maximize their value, and will continue to create innovative drug that will generate new therapies by leveraging the results of R&D. I would like to ask our shareholders for your continued support. May 2020 Sunao Manabe Representative Director, President and CEO - 1 - [Translation] CONVOCATION NOTICE OF THE 15TH ORDINARY GENERAL MEETING OF SHAREHOLDERS 1. Date and Time: June 15, 2020, Monday at 10 a.m. (Japan Time) (Reception starts at 9 a.m.) 2. Place: Royal Hall, Royal Park Hotel 3F 1-1, Nihonbashi-Kakigaracho 2-chome, Chuo-ku, Tokyo, Japan 3. Purpose of the Meeting: Matters to be Reported: 1. Reports on the Business Report, the Consolidated Financial Statements for the 15th Fiscal Year (from April 1, 2019 to March 31, 2020); and Audit Reports of the Consolidated Financial Statements by the Accounting Auditors and the Audit and Supervisory Board 2. Reports on the Non-consolidated Financial Statements for the 15th Fiscal Year (from April 1, 2019 to March 31, 2020) Proposals to be Resolved: First Proposal: Appropriation of Surplus Second Proposal: Election of Nine (9) Members of the Board Third Proposal: Provision of Bonuses to Members of the Board Fourth Proposal: Revision of the Restricted Period of the Restricted Share-based Remuneration System for Members of the Board (excluding Members of the Board (Outside)) - 2 - [Translation] General Information 1. Exercise of Voting Rights by Proxy If you are unable to attend the Meeting in person, you may choose one shareholder holding voting rights of Daiichi Sankyo Company, Limited (the “Company”) as a proxy to attend the Meeting. However, in this case, submission of a document evidencing the proxy’s power of representation is required. 2. Disclosures through the Internet The following items are posted on the Company’s website, in accordance with laws and ordinance, and Article 16 of the Company’s Articles of Incorporation. Therefore, they are not included with this Convocation Notice of the 15th Ordinary General Meeting of Shareholders. i) Status of Share Options in the Business Report ii) Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements iii) Non-Consolidated Statement of Changes in Net Assets and Notes to Non-consolidated Financial Statements In addition to the documents stated in the reference documents attached to the Convocation Notice of the 15th Ordinary General Meeting of Shareholders, Status of Share Options in the Business Report, Consolidated Statement of Changes in Equity, Notes to Consolidated Financial Statements, Non-Consolidated Statement of Changes in Net Assets and Notes to Non-consolidated Financial Statements posted on the Company’s website are comprised of the Business Report audited by the Audit and Supervisory Board, Consolidated and Non-consolidated Financial Statements audited by the Accounting Auditor and the Audit and Supervisory Board. If any revisions in the Reference Documents for General Meeting of Shareholders, Business Report, and Non-consolidated and Consolidated Financial Statements arise, revised matters will be posted on the Company’s website. Company’s website: https://www.daiichisankyo.com/media_investors/investor_relations/shareholders/ 3. Method for Receiving the Convocation Notice For the subsequent General Meetings of Shareholders, shareholders may elect to receive their convocation notice by e-mail upon requesting delivery in that method. Shareholders accessing the voting website on PC or smartphone should complete the registration procedures on the website. (Please note that e-mail addresses for mobile phones cannot be used for the registration.) Requests to Our Shareholders In response to the declaration of emergency by the Government of Japan, in order to prevent the spread of COVID-19 infections, the Government and prefectural governors have come to strongly urge us to refrain from going out. Given these circumstances, as a result of our careful deliberation, we decided that the General Meeting of Shareholders shall be held by implementing appropriate infection prevention measures in order to deliberate on matters to be resolved, including appropriation of surplus to shareholders on the last day of the fiscal year. Given the fact that shareholders are strongly urged to refrain from going out, we strongly request our shareholders to, by giving the first priority to the safety of shareholders and their families for preventing the spread of infections, exercise your voting rights in advance via the Internet or by mail and refrain from visiting the actual meeting on the day of the General Meeting of Shareholders, regardless of your health condition. Please refer to page 4 for information on the exercise method prior to the General Meeting of Shareholders. - 3 - [Translation] You can participate in the General Meeting of Shareholders by exercising your voting rights in advance via the Internet or by mail. Please exercise your voting rights by no later than 5:30 p.m. on June 12 (Friday), 2020 (Japan Time). Exercise of voting rights via the Internet You can save the trouble of going to the post and easily exercise your voting rights at any time. For smartphone, you can exercise it with easy steps by just reading the QR code. Exercise of voting rights by mail Please indicate your approval or disapproval for the proposals on the enclosed voting form and send the form back to the Company, so that we receive it by the deadline above. * Your mail may be delayed due to the effect of COVID-19 infection. Please post as soon as possible. To institutional investors: The Company participates in the electronic voting platform for institutional investors operated by ICJ, Inc. ►Treatment of voting rights exercised more than once Treatment of duplicate votes by mail and via the Internet If your voting rights are exercised both by mail and via the internet, we will consider the exercise via the Internet to be valid. Treatment of duplicate votes via the Internet If your voting rights are exercised more than once via the Internet, we will consider the latest vote to be valid. Points to Note All costs associated with the access to the voting website (https://evote.tr.mufg.jp/) (cost of dial-up connections, telephone tolls, etc.) need to be borne by the shareholder. Also, when voting by mobile phone, packet communication fees and other costs entailed by the use of mobile phones also need to be borne by the shareholder. Please note that shareholders cannot exercise the rights on the website between 2:00 a.m. and 5:00 a.m. (Japan Time) each day due to maintenance and inspection. Please complete the entry of your voting by the dead line above. For further assistance regarding the system, please contact: Transfer Agent Department (Help Desk) Mitsubishi UFJ Trust and Banking Corporation Phone: 0120-173-027 (9:00 to 21:00 (Japan Time), toll free (Japan only)) - 4 - [Translation] Reference Documents for the 15th Ordinary General Meeting of Shareholders Proposals and References First Proposal: Appropriation of Surplus The Company regards the distribution of profits to all shareholders as a key management issue. Its basic policy is to pay a stable dividend. During the fiscal year ended March 31, 2020 (fiscal 2019), the Company paid an interim dividend of ¥35 per share on December 2, 2019. A year-end dividend of ¥35 is also planned, bringing total dividend payments for fiscal 2019 to ¥70 per share. Accordingly, for this fiscal year, the Company proposes to pay year-end dividends as follows. Matters regarding year-end dividends 1) Type of dividend property Money 2) Matters regarding the assignment of the dividend property to shareholders and the total amount ¥35 per common share of the Company Total amount: ¥22,682,371,285 3) Date on which such distribution of dividends from surplus takes effect Tuesday, June 16, 2020 - 5 - [Translation]